Contract

Exhibit 10.11.4

July 12, 2011

Xxxxx Fargo Bank, N.A.

0000 Xxxxx Xxxxx Xxxx

Suite 1200

Atlanta, Georgia  30339

Attention:  Xxxxx Xxxxxxxx

Re: $520,000,000.00 Credit Facility (the "Facility") from Xxxxx Fargo Bank, National Association, et al. in favor of CBL & Associates Limited Partnership pursuant to Second Amended and Restated Credit Agreement dated November 2, 2009, as amended by First Amendment to Second Amended and Restated Credit Agreement dated as of June 29, 2011 (the First Amendment; the Second Amended and Restated Credit Agreement, as amended being referred to as the "Credit Agreement")

Gentlemen:

This letter is to confirm that, notwithstanding the terms of the first sentence of Paragraph 3 of the First Amendment, the amendment to the definition of Applicable Margin effected by said Paragraph 3 was intended to become effective, and by this letter the undersigned acknowledges and agrees that the same is and shall be effective, as of the date of the First Amendment, being June 29, 2011, such that effective as of June 29, 2011, the Applicable Margin shall be 2.75%, based on Borrower's Ratio of Total Liabilities to Gross Asset Value, as of such date, being greater than or equal to 0.55 to 1.00 but less than 0.6 to 1.00 (with the Applicable Margin to adjust from time to time from and after June 29, 2011 in accordance with the Credit Agreement).

Sincerely,
CBL & ASSOCIATES LIMITED PARTNERSHIP
By:	CBL Holdings I, Inc., its sole general partner
	By:	/s/ Xxxx X. Xxx
	Name:	Xxxx X. Xxx
	Title:	Vice Chairman of the Board and Chief Financial Officer

Acknowledged and agreed to this

_12th_ day of July, 2011.

Xxxxx Fargo Bank, National Association,

as Administrative Agent

By:        /s/ Xxxxx Xxxxxxxx

Name:   Xxxxx Xxxxxxxx                                                             

Title:      Vice President